UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Cancellation of Options
On December 27, 2022, Jaguar Health, Inc. (the “Company”) entered into Company Stock Option Cancellation Agreements (collectively, the “Cancellation Agreements”) with certain of the Company’s executive officers, including Lisa A. Conte, President and Chief Executive Officer, Carol Lizak, Chief Financial Officer, Dr. Steven R. King, Chief of Sustainable Supply, Ethnobotanical Research and Intellectual Property and Secretary, and Jonathan Wolin, Chief of Staff, General Counsel and Chief Compliance Officer, pursuant to which such individuals (collectively, the “Executive Officers” and each, an “Executive Officer”) agreed to the surrender and cancellation of certain previously granted stock options (the “Options”) to purchase an aggregate of 315,131 shares of the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $5.97 per share. In consideration for the cancellation of the Options, the Company agreed to pay $300 to each Executive Officer.
The Executive Officers and the aggregate number of shares of Common Stock underlying the cancelled Options held by each such Executive Officer are as follows:
Name of Executive Officer | Aggregate Number of Shares of Common Stock Underlying the Cancelled Options | |||
Lisa Conte | 142,500 | |||
Dr. Steven King | 42,223 | |||
Carol Lizak | 14,294 | |||
Jonathan Wolin | 21,112 | |||
Other Executive Officers | 95,002 | |||
Total | 315,131 |
The Options cancelled vest ratably on a monthly basis over 36 months from the grant date, such that they would have become fully vested on April 5, 2024, subject to continued employment by the applicable Executive Officer. As such, the cancellation will benefit the Company’s stockholders’ equity in each of the next five quarters.
The foregoing description of the Cancellation Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Cancellation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
Exhibit No. | Description | |
10.1 | Form of Company Stock Option Cancellation Agreement. | |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JAGUAR HEALTH, INC. | |||
By: | /s/ Lisa A. Conte | ||
Name: | Lisa A. Conte | ||
Title: | Chief Executive Officer & President | ||
Date: December 30, 2022 |